According to the Ella Cafe franchise agreement, what is Attachment 2 used for?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
"Location" means the physical location stated on Attachment 2 as determined in accordance with Section 6.1.
ARTICLE 2. GRANT OF LICENSE
- 2.1 Grant. Franchisor hereby grants Franchisee the right to develop and continuously operate a Coffee House at the Location identified in Attachment 2, to deliver authorized products to locations in accordance with the Standards (which may include distance or area restrictions), and to use the Marks in the operation and promotion of the Coffee House. If no Location is stated on when this Agreement is signed, then the parties will determine the Location in accordance with Section 6.1. Franchisee hereby undertakes the obligation and agrees to continually operate the Coffee House during the Term hereof and strictly according to the terms and conditions of this Agreement. This Agreement does not grant Franchise any right, among others: (a) to sublicense the use of the System or Marks; (b) to co-brand with another concept or brand; (c) to offer or sell products or services at or from any location other than the Franchised Location (such as from a cart, kiosk, or food truck); (d) to ship ELLA products, regardless of the destination; or (e) distribute ELLA products through other channels, such as supermarkets, convenience stores or other retailers, or other food service providers.
- 2.2 Designated Area. Upon Franchisee's acquisition of the Location for the Coffee House, Franchisor will amend Attachment 2 to include the Location and a description of the Designated Area surrounding the Location or will memorialize such information in another form of written communication, signed by Franchisor and Franchisee. As long as Franchisee is in full compliance with this Agreement and any other agreement between Franchisee and Franchisor or its Affiliates, then except as otherwise expressly provided in this Agreement (including Section 2.4. of this
"Site Selection Area Name," as defined on the Summary Page, shall mean the general identifying name for the Franchisee's Site Selection Area, and does not endow any greater area than the Site Selection Area map identified in Attachment 2.
"Designated Area" as determined in accordance with Section 2.2 and defined in Attachment 2.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, Attachment 2 to the franchise agreement is used to specify the physical location of the Coffee House. Section 2.1 of the franchise agreement states that the franchisee is granted the right to operate a Coffee House at the location identified in Attachment 2. If the location is not stated when the agreement is signed, the parties will determine the location later according to Section 6.1.
Furthermore, Section 2.2 indicates that upon the franchisee's acquisition of the location, Ella Cafe will amend Attachment 2 to include the location and a description of the Designated Area surrounding it. This Designated Area defines the territory around the franchised location where neither Ella Cafe nor its affiliates will establish another Ella Cafe location of the same model during the term of the agreement, provided the franchisee remains in full compliance with the agreement.
Attachment 2 also identifies the Site Selection Area. The "Site Selection Area Name," as defined on the Summary Page, refers to the general identifying name for the Franchisee's Site Selection Area, and does not endow any greater area than the Site Selection Area map identified in Attachment 2. Therefore, Attachment 2 serves as a crucial document for defining both the specific location of the Ella Cafe franchise and the surrounding area in which the franchisee will have certain protections against competition from other Ella Cafe franchises.